Beauty and the Beast
by Bubblenuggets
Summary: Shadow has been released from the government lab and is seeking revenge on the entire planet. It's up to the beautiful Rouge to find him and try to lure him back to the lab. But when he finds her and holds her hostage will Rouge see there's more to the monster than meets the eye? Rated T for violence, language, and some suggestive themes.
1. Prologue: Releasing the Beast

I'm slowly becoming more obsessed with Sonic again and my favorite couple, Shadow and Rouge. One day I played SA2 again and I realized how much I loved that game and all of those crazy characters. So I've taken up writing fanfiction again because of it. Hope a few people still enjoy Sonic as much as I do to be reading this fanfic. Hope you like it!

I do not own any part of Sonic the Hedgehog. They all belong to Sega.

Prologue: Releasing the Beast

"Commander, are you sure this is such a good idea?" A solider asked holding his gun close to his chest. He was walking in a group of twelve soldiers following behind a man with two different colored eyes: a gold and a blue one.

The Commander stopped leading the team through the dark hall and turned to face the soldier who spoke, "Of course it's not. The President is crazy if he things that monster will help us after what happened all those years ago. It killed everyone on the ARK and It'll kill again if we let him free."

The soldiers all looked at each other nervously. The same soldier who spoke before spoke again, "Then why are we going to free him? Or even bother trying to reason with it to help us?"

"We are following the President's orders. He has given me orders to kill it if it attacks us. Let's continue moving. Its cell is just a little further."

The soldiers continued following their commander through the hall stopping at a door labeled DO NOT ENTER! DANGER INSIDE.

"This is it." The Commander whispered. He pulled an authorization card from his pocket and slid it through the lock. He entered a code into the lock as well and the doors slid open.

The soldiers behind his raised their weapons and followed the Commander inside the room. It was dark other than a few lights on a computer in the center of the room. The Commander entered a password on the computer. A small section of the floor moved apart revealing a tube holding a black and red creature.

The soldiers stared at the creature with amazement. One soldier smirked, "It looks like a hedgehog. I really doubt a stupid hedgehog is capable to destroy an entire planet."

The Commander turned his attention to the soldier, "Then you are a fool. This creature is known as the Ultimate Life Form. He was created by Professor Gerald Robotnik about fifty years ago. But the creature went crazy and killed everyone on the ARK including a very close friend of mine. I'm going to release and you are all going to shoot to kill. Understand?"

"But what about the President's orders, Sir?"

"We just need to tell him that it attacked us. He doesn't need to know everything that happens. Ready your weapons." The Commander pressed another button on the computer causing the tube to open.

The black and red hedgehog slowly began opening his eyes. He looked around the room, his eyes stopping on the soldiers in front of him. His eyes narrowed and he stared at the badges on their chest. _G.U.N._ The hedgehog stood up from the floor. "You bastards are gonna pay for what you did..." He growled at them.

"Now! Shoot!" The commander yelled. The soldiers began shooting at the hedgehog, but he was too fast. He managed to avoid being hit by any of the bullets.

The hedgehog sped toward the soldiers and snatched the guns from two of them. "Chaos Spear!" He shouted as he attacked them with a bright, yellow, spear like light.

The Commander was left standing alone. The hedgehog has single handily taken out his entire team. He aimed his gun at the creature, who just smirked at him. "Today's your lucky day, Commander. I have bigger plans for you, so I'll let you live for now."

He shot at the Hedgehog, but he was gone from his location and now present by the exit. "Come back here and fight me, you coward!"

"My name is Shadow. Shadow the Hedgehog. Don't worry, Commander. You'll get your chance to fight me at my best." The hedgehog exclaimed before exiting the room leaving just the Commander with his fallen comrades.

-3 days later-

"You wanted to see me, Mr. President?" A white bat said as she peeked into the President's office from behind the door.

The President put the papers he was reading down and motioned for the bat to enter the room. "Yes, Rouge. Please come in."

Rouge the bat entered the room closing the door behind her. Her heels clacked on the floor as she made her way towards the seat across from the President's desk. She took her seat and smiled at him "So whatch ya need from me, Sir?"

He placed some papers in front of her and said, "This is information on an experiment that was done on the space colony ARK fifty years ago. It was named Project Shadow and Professor Gerald Robotnik was attempting to build the Ultimate Life Form. Unfortunately, the creature he created turned out to be a monster and killed everyone on the ARK."

"Uh huh. That's all very interesting, Sir, but why would I be interested in some project from fifty years ago?" She asked while looking through the papers he handed her.

The President sighed and rubbed his temples. "Three days ago, I sent a team to the lab to release the creature from captivity in hopes it may be an asset to our army. It killed the entire team leaving just the Commander alive."

Rouge's eyes widened. "Why would that thing have been left alive?! It should have been destroyed after being captured and you seriously thought it would help you?" She shouted.

"That's not even the worst part, Rouge. He escaped and we have no idea where he went. That's where you come in."

"So you need me to find a psychotic creature that could possibly kill me and I have no idea where in the world it could be?"

The President nodded and Rouge sighed. She placed the papers back on the desk and leaned back in her seat. "You already know what my next question is going to be, Mr. President."

"Of course. Your payment. You will be paid with anything you wish to have assuming you do come back alive."

Rouge smiled and stood up. She gathered the papers on the desk and placed the in a folder. She held the folder under her left arm and waved at the President with her right. "Sounds like a plan. And I will come back alive so be ready to pay up. Now I'll go home and do my homework if you don't mind." She said as she turned to leave the room.

-Later that night-

Rouge sat on her bed holding a glass of red wine in one hand and a paper in the other. "Project Shadow hmm...Where could you have run off to?"

Her eyes scanned the paper for any information as to where it could have run off to. Unfortunately, there wasn't much information to go on. The bat was getting a headache from rereading the paperwork so much. "Ugh, this is useless. These stupid papers aren't a bit helpful."

She got off the bed and walked into her living room. She threw herself on the couch and snatched up the remote. She turned on the TV and began watching a sitcom. "I'll figure out where that thing is later. I need to clear my head a bit before starting again."

"_We interrupt this program for breaking news! A local museum has been robbed this evening. The only thing that was stolen was a Chaos Emerald that was on display."_

Rouge's ears perked up. "A Chaos Emerald!" She shouted. Someone was stealing her gems and she was not happy about it.

"_Footage shows that the thief is the infamous Sonic the Hedgehog. Once a renown hero, he has now turned to a life of crime. The hedgehog was last seen escaping into the forest. Police and government officials are in pers-" _

The bat shut off the TV not needing to hear anymore of the broadcast. She leaned back onto the couch. "I really, really doubt Sonic was behind this. There is no way. But the image did look a lot like Sonic. Could it be whatever the Ultimate Life Form is can take the image of someone else?"

She quickly got of the couch and hurried to her room. She grabbed her cat suit and slipped it on. She put the hood on over her ears and reached for her iron boots. After putting those on, she grabbed a small back and shoved the folder with her paperwork in it. "The only way I'm gonna get any answers is to just go after this thing. The forest is huge, but at least it narrows out my search. Hopefully, it hasn't left the forest yet."

She swung her bag over her shoulder and left her apartment to begin her mission.

Author Notes:

Well that's the prologue. I hope it was good. It has pretty much the same beginning concept as SA2 but I assure you it is going to be very different. Stay tune and please review! Thank you.


	2. Chapter 1: Beauty meets the Beast

Chapter 1: Beauty meets the Beast

Rouge made her way past the trees in the forest trying to avoid being snagged by the long, sharp branches of the trees. _This is ridiculous. At this rate, I'll get lost in these woods before I find this thing. _She thought to herself as she continued to walk.

A branch caught the sleeve of her right arm causing her catsuit to tear and leaving a small cut below her shoulder. "Damn it! The damn president is gonna owe me so much by the time this is over."

The bat sat on a large boulder and wiped the small droplets of blood from her cut. "Why didn't I think to bring bandages or something?" Rouge let out a heavy sigh. "I'm tired already. I should have just waited till the morning to look for this thing. It looks like Sonic. That's all I really have to go by."

Rouge stood up and stretched. "I'll do a little more walking and then I'll take a sky approach."

She continued on her way completely unaware of the creature watching her from the tree tops. Shadow glared at the bat as she pushed tree branches out of her way. _Who is that? And why is she in the forest? _He shook his head._ Doesn't matter. If she gets in my way, I'll kill her too. _

Rouge's communicator began vibrating. _Ugh, what does he want now? _"Hello, Mr. President. What can I do for you now?"

"Have you had any leads yet, Rouge?"

"I just started this afternoon. How much do you really want me to have found out on Project Shadow?"

There was silence on the other line. Rouge could tell the President was getting annoyed with her. She sighed, "I know who ever robbed the museum isn't Sonic and the fact that you guys really though so is pretty stupid. I'm in the forest in pursuit of the thief who I believe is the Ultimate Li-Ah!" Rouge shrieked as a shadow like creature snatched the communicator from her hand.

Shadow smashed it and stared at the startled bat. She pulled back and readied herself into a fighting stance. "Who the hell do you think you are!?" She screamed. _He does look a little like Sonic. But much colder..._She tightened her fist ready to strike if necessary, but she know if this was the Ultimate Life Form that killed so many people on his own, she wouldn't stand a chance. She had to find a way to get away.

Shadow tilted his head to the side as he observed her. He couldn't get much details about her look due to her hooded catsuit, but it didn't matter. It was clear from her conversation with the president that she was a threat. He wouldn't let her get in his way. "I think it is I who should be asking you that. Who do you work for?" Shadow questioned.

Instead of answering, Rouge swung her leg at Shadow, but he caught it in his hand. He spun her over causing her to fall face first on the ground. "I suggest you start answering my questions or I'll make this as painful for you as I possibly can." Shadow explained as he knelt down over her. He roughly grabbed her shoulder turning her over to face him. "I'll ask you one more time. Who do you work for?"

"I really don't think that's any of your concern. Get your hands off of me!" Rouge snapped back as she struggled to free herself from his grip.

Shadow continued to watch her struggle to free herself and smirked. "Well then, you are no used to me." He readied his Chaos Spear. Rouge shut her eyes realizing she was trapped. She shifted slightly causing the papers in her bag to be revealed slightly. Shadow turned his attention away from the bat to the big bold letters on the paper that read **PROJECT SHADOW**. "Hmph. I see you've been doing some research on me." He pulled the papers from her bag and skimmed over them. He noticed the G.U.N. Logo on the bottom of the paper and growled, "So you work for those bastards at G.U.N, huh?"

"You're the Ultimate Life Form? I gotta say I'm disappointed." Rouge asked as she struggled again in desperation to break free of his grip. _He's too strong. How can I get out of this? _Every time she struggled, Shadow tightened his grip and she winced in pain. "O-ow, your hurting me. You wouldn't hurt a pretty girl, would you?" Rouge asked seductively.

Shadow's eyes left the paper and were now staring into Rouge's blue ones. He smirked and replied, "A pretty girl wouldn't have to wear a mask to hide her face."

A deep red blush appeared on Rouge's face out of anger. _Did he just call me ugly?! _"Why you-"

"But now that I know you work for the government, it seems you could prove some use to me after all." Shadow said. He tore the strap off of her bag and used it to tie her hands up tight. "The more you struggle, the harder I will make this for you. Do you understand?"

Rouge growled and stuck her tongue out at him. "You don't scare me, you oversized rat!" She yelled. Shadow ignored her insult and slung her over his shoulder.

"Your bark is much stronger than your bite, Bat girl." Shadow carried her through the forest.

After about twenty minutes of walking, Rouge finally got bored. "So where are you taking me anyway?"

"You will see when we arrive." The hedgehog responded. He heard the bat sigh and smirked "You ask too many questions, Bat girl."

Rouge rolled her eyes. She looked around the forest area as Shadow continued to carry her. She had never been so deep into the forest before and she had no idea where she was now. She tried looking over her shoulder to see where Shadow was taking her, but his quills prevented her from seeing much. She grunted a little bit getting both annoyed and very bored. _So I can't fight my way out of this. And I can't seduce him, but maybe I can annoy him enough to let me go. Wishful thinking, Rouge, but he'll probably kill you before he let's you go. _

"So, Shadow, right? Why didn't you blindfold me? If I escape, I can see how to get back home."

Shadow chuckled and responded, "It's very cute that you think you can escape, Bat girl."

"My name is Rouge, so stop with this 'Bat girl' crap." Rouge snapped at him which caused Shadow to roughly bounce her on top of his shoulder. "Unf! There's no reason to be so rough with me you know."

The black hedgehog stopped walking. "We're here." He told her.

Shadow set her down, but continued to hold her wrist tight. He opened the door to a very small log cabin. He dragged the bat inside after him and forced her to sit on a stool beside a small bed. He shut the door behind them and locked it. Shadow walked over to a small fireplace and grabbed a set of matches from the top. He lit the fireplace and then headed back towards Rouge. He stared at her for a moment causing the bat to become annoyed. "What do you want?"

"Take off the hood."

"One, I'd prefer you didn't see who I was. And two," She said as she raised her tied wrists to his face, "a little hard to do when I'm all tied up."

Shadow stared into her eyes for a moment. _So bright. Like gems. Almost like hers..._Shadow shook his head. "Fine." He grabbed her arms and began to untie the strap from her wrists. He tossed it to the floor and walk toward the fireplace.

Rouge felt her wrists, trying to rub the soreness away. She stared at Shadow puzzlingly as he sat by the fireplace. "So that's it?"

The hedgehog sat silently. Rouge continued to sit on the stool staring at him. She began looking around the small little cabin. It contained just a small bed, a table with a couple of chairs, and the fireplace. She started to become uncomfortable with the silence and spoke, "So this is a nice little place. A little strange that you managed to build a place like this so quickly." She began to walk towards the fireplace. She sat down beside him waiting for his reply.

Shadow looked at her and then back to the fireplace. "It was abandoned when I found it. I cleaned it up a bit and it's become a temporary hideout from those fools you work for."

"They'll find you eventually, you know. They'll come looking for me." Rouge whispered.

Shadow narrowed his eyes as he continued to stare at the flames. "That's what you think. Why do you even work for those people anyway?"

Rouge pulled her knees to her chest and stared at the fire. "Well do you want the truth or do you want to hear that it was an honest application?"

He rolled his eyes and Rouge laughed. "Well if it makes you talk a bit more, I may not look like it but I am a treasure hunter that specializes in all kind of jewels." She held up a green chaos emerald as she finished her sentence.

Shadow's eyes widened. "H-how did you-?"

"World's greatest treasure hunter remember? Anyway, I had been caught stealing from a museum one day and the President was so impressed with my skills, he asked me to join G.U.N and I said yes. Plus I get paid very well, so I can't complain much."

Shadow snatched the Chaos Emerald back from her hand. "Well there will be no more 'treasure hunting' for you for a while. I want as much information from you as I can get."

Rouge sighed. She pulled her hood down revealing her white fur and large ears. "Well then, I guess you'll kill me when I'm no used to you then right? Then I minus well make the best of this."

Shadow raised an eyebrow to her and questioned, "What do you mean make the best of this? I kidnap you and plan on killing you and you aren't the least bit afraid of me?"

The bat giggled and answered, "Of course not. I'm a G.U.N agent and a great treasure hunter. I'm not about to get on my knees and beg for my life. Besides, you've already informed me that you still need me around, so I'll enjoy this for a bit. You know you could try revealing less of your plans to your prisoner. You aren't very good at this villain thing are you? Some monster you turned out to be."

"And you know you can try talking less. I suggest you shut your mouth before I tie you back up and gag you."

They sat silently for a while again before Rouge spoke again, "Hey Shadow?"

"Hm?"

"I think I'm having fun. I don't normally get to be the damsel in distress since I'm pretty good at protecting myself." She stood up to stretch and put her hands on her hips.

Shadow stared at her in disbelief. "You are serious?" He asked. She nodded. The dark hedgehog shook his head and stood up with her. "Something is seriously wrong with you, Ba-Rouge."

Rouge just smiled. She then let out a wide yawn. "Hm, long day. I should really get some sleep."

"You can have the bed."

"And where does that leave you? Are you just gonna stay up all night to make sure I don't run away?"

"I don't need sleep as much as normal people do." Shadow whispered almost sadly.

Rouge stared at the hedgehog. _This can't be right. The Ultimate Life Form is suppose to be ruthless, a killer. He seems so...so sad. _She climbed onto the uncomfortable bed with her back turned to Shadow. She began to close her eyes. Before drifting off to sleep she whispered, "Good night, Shadow."

Shadow sat at the edge of the table watching the bat drift of to sleep. She was unusual for sure, but something about her reminded him so much of a dear lost friend. _She's dangerous. I can't lose focus on my purpose. I made a promise to her and I must fulfill it._ He watched her turn in her sleep and sighed _Maria, I promise you..revenge!_

Author's notes:

Chapter 1 finished! Hope you liked it. I'm not too sure what I'm gonna make the next chapter about yet, but I will have it up ASAP. Thanks for reading!


	3. Chapter 2: The Beast's Revenge

I'm so glad so many of you liked my fanfic! Here's the next chapter. Also I should mention, I've always had the idea that Shadow is all big and tough around everyone but he is easily dominated by Rouge's rough personality. She just doesn't seem the type to be pushed around by any man not even Shadow. So if Shadow seems a bit tolerable of Rouge's behavior, it's just because that's the way I see their relationship being like. But anyway, on with the show-er-story!

Chapter 2: The Beast's Revenge

The next morning, Rouge was awakened with a hard shove off the bed. She fell hard onto the wooden floor. "Ow!" She screamed. Turning her head around, she saw the black and red hedgehog now sitting on the bed. "What the hell was that for?!"

"So you can get up. We have work to do." Shadow replied. He got of the bed and stood by the door. "Let's get moving."

Rouge growled through her teeth as she picked herself off of the floor. "And a simple nudge on the shoulder to wake me up wouldn't do because...?" She paused waiting for an answer.

Shadow crossed his arms and answered, "Because pushing you was faster." He reached back over to her and grabbed her arm getting tired of all of her questions."Now let's go." He said as he pulled the door open pulling Rouge with him.

He shut the door and let go of her arm. Rouge looked around her surroundings. She barely had any memory as to where she was. Shadow noticed her observing the area and pulled the Chaos Emerald out to attract her attention. Needless to say, it worked. Rouge's eyes turned from the forest to the glowing green emerald. "So is that a parting gift for me to go on my way and never tell anyone about where you are?"

"You wish. I need to get more of the Chaos Emeralds and since you claim you're such an infamous treasure hunter, you are going to help me."

"What makes you think I'll help you?"

"You don't get a choice."

Rouge crossed her arms "Well then, by that logic, sure I'll help you. We need to go to my place first though. I need my treasure detector, a different outfit, a shower, and something to eat. Plus I've got a pretty emerald there of my own and I'm willing to 'share' it, if you promise to never push me out of bed again."

Shadow raised his eyebrow at her and replied, "Some of those things don't sound necessary for stealing gems."

The bat grinned and answered, "Of course they are. I can't work on an empty stomach and after spending the night in the forest, I think a shower is desperately called for. So what do you say? Do we have a deal?"

The hedgehog just rolled his eyes and stood beside her. "Led the way then."

She looked around again. _Damn, I don't remember the way to the city through the forest. _She turned back to Shadow, who was waiting impatiently to begin walking. "I don't know my way back by walking. I usually fly over the forest." She said sheepishly.

Shadow just smirked before picking her up into his arms and said, "Then we do this my way."

He began speeding through the forest, which caused the poor bat to shriek and wrap her arms tightly around his neck. About ten seconds later, they had arrived to the entrance of the forest. Rouge still felt as though she was moving and refused to let go, even after Shadow had already set her back down. "Rouge, you can let go now."

She peeked around with one eye open and saw the tall buildings of the city just about a mile away. She unwrapped her arms from the hedgehog's neck and slapped him across the face. Shadow pulled back in both surprise and anger. Rouge could care less about who she was dealing with right now. "You bastard! You almost gave me a heart attack! What the hell were you thinking?! I'm nowhere near comfortable with moving that fast!"

Shadow was unsure how to handle this situation. She wasn't afraid of him. She didn't care that he could easily kill her without a care. She didn't even feel uneasy with him. He could only remember the one other person in the world who hadn't feared him as well and something about this bat reminded him so much of her despite their entirely different personalities.

Rouge continued to yell at Shadow, but he wasn't listening anymore. _This girl has a lot of nerve. _He put his hand over her mouth to keep her from yelling anymore and said, "Fine, just shut up already. Let's get this over with."

Rouge just turned around and began walking without another word. Shadow followed her as she took him through the city. He had never been in the city like this before. It was busy with people rushing around to get to work or school. They didn't seem to notice Rouge and Shadow hurrying toward the bat's home. _These humans are completely unaware of the danger that is right in front of them. They don't seem to value life that much. What a worthless planet._

"We're here." Rouge said, snapping Shadow out of his daydream. He looked at the large building that read **Club Rouge **in bright letters.

"Club Rouge?" He questioned.

Rouge nodded as she led him inside the building. "It brings in money to pay the bills."

"And what exactly does G.U.N pay you with?"

"Gems, jewels, anything shiny, and of course they grant me my freedom in case I ever get caught stealing again." Rouge replied. She led him up the stairs to the apartment above the club. "This is it."

Shadow looked around the lilac painted apartment. It was small, but he supposed it was fashioned to house only one person. Rouge led him to a black couch in the center of the living room and motioned for him to sit. He sat on the couch and looked back over to Rouge.

"I'll be right back." Rouge said as she headed to the bedroom.

"How do I know you won't go to contact your employer?"

"Just trust me, Shadow. I'm not going anywhere." She assured the hedgehog. She retreated into the bedroom and closed the door behind her.

Shadow slumped on the couch unsure about what to do. He looked around the living room and sighed. _What am I doing? I can do this on my own. _He had already known the answer to that. The bat had interested him. She wasn't like everyone on this planet he disliked so much. She was full of life and energy. He sighed as he waited for the bat to return.

The bedroom door opened. Rouge exited the room wearing her well known catsuit with the heart chest plate. She approached Shadow while pulling her gloves on. "How do I look?" She asked her almost striking a pose.

"You're wasting time with pointless questions?"

"When a girl ask how she looks, you're suppose to say 'You look beautiful'" She said sarcastically.

Shadow just got up from the couch and crossed his arms. "Whatever."

"Hmph, that's really rude, Shadow. Especially when I have something that you want." She said as she pulled a blue Chaos Emerald from a drawer on the end table. She held it up to him and Shadow went to grab it from her, but she pulled it back. "Uh huh, not until you apologize to me."

The hedgehog growled. She was pushing him. She was actually trying to push him to hurt her. Was she some sort of masochist? "I'm done playing games with you, Bat girl!"

She tossed the emerald to him and he caught it. "I'm just teasing you, sheesh." Rouge replied. "And I thought we were past this 'Bat girl' thing."

"Can we go now?"

"Yes but I'm still hungry. I know a great restaurant just a few blocks from here. I'm sure you could use something to eat as well."

"I'm not like you, Rouge. I don't need food everyday or sleep. I'm not normal." He answered looking down.

Rouge grabbed his hand and pulled him to the door. "That's because you're not trying to be. No one is really normal, Shadow. C'mon, it'll be fun."

They left the apartment and head back down the street of Club Rouge. Rouge led Shadow to a small cafe like diner just up the block from the club.

She walked inside and sat at a both closest to the window. A young girl approached the table and handed them menu, to which Shadow almost responded with an attack. The waitress noticed the cold glare Shadow was giving her and quickly retreated to serve another table. Rouge then questioned, "Why are you so cold and mean all the time, Shadow?"

"I have my reasons. I don't trust people especially humans." Shadow answered looking out the window

Rouge put down her menu and looked at the gloomy hedgehog. "Shadow, I know you couldn't have killed all those people on the ARK fifty years ago."

The hedgehog looked at her. "And why do you believe that?"

"Had you been this crazy killing machine, you could have killed me and destroyed this entire city by now. And yet here you are eating breakfast with me like we've been friends for years."

"We are NOT friends. This is strictly business."

"Whatever, you want to call it. My point is, I know you don't need me to help you steal those emeralds. You're as fast as Sonic and you're super strong. The only element I have that is useful to use is that I know where to get the emeralds. You don't want my help, you want a companion and you're in denial about it." Rouge said.

The waitress returned with water, still very afraid to be near the black and red hedgehog. However, Shadow had no interest in the waitress this time. His eyes were fixed on Rouge. He had not had a friend since Maria's death. Even still, he barely knew Rouge. And yet he did feel much more comfortable being around her than most.

The waitress walked away after receiving their orders. Shadow had been too into a trance like state, so Rouge took it upon herself to order for him. She had snapped him back into reality once the waitress had left. "So were you thinking about what I said?"

Shadow stood quiet. He really hadn't known how to respond to that without giving her the idea that she was right. He sighed and looked back out the window refusing to answer her question.

Rouge's ear sunk down as she too a sip of her water. "What really happened on the ARK, Shadow? I may work for the G.U.N. But even I know they don't tell the whole truth all the time."

"You won't believe me if I told you. I can show you though. We really shouldn't being talking about such matters in public anyway. It could get both of us into trouble."

The bat was about to ask how, when the waitress returned with their food. Rouge had gotten an omelet and ordered pancakes for Shadow. She laughed as he stared at them unknowingly. "It's pancakes silly. Haven't you ever had them before?"

"I lived on a space colony, Rouge. We didn't eat foods like this." He cut off a small piece and soon discovered he really liked this foreign food.

Rouge smiled as she watched him eat. This was the first time since their meeting that he hadn't seemed to be unhappy. They both ate in silence.

After Rouge paid for their meals, they left the diner. "So where to now, Shadow?"

Shadow took out the green Chaos Emerald. "We head to the ARK."

Rouge looked puzzled. "And how in the world are we getting there?"

The hedgehog grabbed arm. "Chaos Control!" He shouted.

A flash of light appear and soon the two arrived on the space colony, Rouge was amazed at this new found fact about Shadow, but she was even more amazed to be on the ARK. Even though it was now dark and run down, She could tell how wondrous it would have been at one time. The technology was so advanced for its time. It was even more advanced than some of the technology they currently had. She wasn't sure if Professor Gerald Robotnik was as crazy as everyone said, but he was a genius there was no denying that. She began to wonder how the Doctor could even be related to him.

Shadow led her to the computer room. He inserted the blue Chaos emerald into an odd looking machine. "What is all this?" Rouge asked.

"This is the Eclipse Canon. Not many people know that G.U.N had asked the Professor to build weapons for them. This was one of the strongest weapons he ever built. It was capable of destroying an entire planet. But it's been deactivated for some time now and large amounts of energy are required to charge it back up."

Rouge was in awe. "Capable of destroying a planet? S-Shadow, you not seriously gonna use this thing right?"

He ignored her as he pulled up the security footage from fifty years ago. "I had promised to show you the truth. In time you will understand."

The bat watched in horror as the people she knew to protect others, took out the innocent workers of the space colony. Including a little girl, that Shadow had so desperately tried to save. She watched as a soldier, without hesitation, shot a bullet through the little girl's chest as she released Shadow from the space colony.

As the tap came to an end, Rouge wasn't sure how to react. Part of her wanted to cry, while the other part was so infuriated she was almost willing to help Shadow extract his revenge. _No, what Shadow wants is wrong. Even if...even if what G.U.N did was unforgivable. _

"Shadow..."

"Well, now you know the truth. The people you work for have a way of removing the truth in their favor. The ARK was built to protect Maria, the little girl you saw. She had a rare disease which disallowed her body use of her immune system. Even a little virus or paper cut could kill her. The Professor had wished to protect his granddaughter from such harm as well as find a cure for the disease. The G.U.N had heard of the Professor's genius and decided to use this for their own reasons, such as weapons. My making was supposed to be for Maria's benefit, however, since the G.U.N's visit to the ARK, I was programmed to be a weapon." Shadow looked at Rouge and saw the discomfort in her eyes. _So she's not so much like the heartless people she works for. _

Shadow looked back at the Eclipse Canon. Rouge walked up next to him and crossed her arms. "I know that what G.U.N did was wrong, but Shadow, this isn't right. You're gonna take out your revenge on innocent lives. How is that fair?"

"All humans are the same. They have no regard for life whether it their own or others. They all deserve the same fate."

Rouge ran her hand through her white fur. She looked at Shadow and then to the weapon then to Shadow again. "I can't help you do this. I'm sorry. This is wrong even for me. I maybe greedy, but even I know not everyone is as evil and mindless as you think them to be. Shadow, lis-"

"I already told you, you don't have a choice. Now where do we have to go for the rest of the emeralds?"

The bat didn't answer for a moment. Shadow could tell she was in thought. He had to keep a closer eye on her now to prevent her from going back to the President and telling him his plan. Though, he could easily take out their entire army, he want to get this over with as soon as possible. "Well, Bat girl?"

"Umm, well I know four of the emeralds are on Prison Island and the last emerald is with..." _Tails and Sonic! I can get them to help me stop Shadow. _Rouge looked at Shadow as he impatiently waiting her to finish her sentence. She watched him stare at her. "It's with a young fox boy. He had gotten it for saving Station Square from the Doctor."

"The Doctor?"

"Oh, I suppose he would be a relative of the Professor. His name is Dr. Ivo Robotnik. He's been trying to take over the world for years or something. He's an awful villain if you ask me. Even worse than you perhaps."

She was still making jokes? Shadow had about had it with his acquaintance. "Rouge..."

"I don't have a choice but to help you, Shadow, but I will not stop reminding you how wrong this is. That little girl, Maria, right? She didn't save you for this. She couldn't have."

Shadow brought his hand to the bat's throat. "Don't talk about her like you knew her! They took everything from us and they will pay! Whether you like it or not!"

Rouge struggled to breath. Shadow soon released his grip on her neck and grabbed her wrist. "Now, let's go get the rest of those emeralds. I will not tolerate any more remarks from you. You will do as you're told or else."

"Enough with the threats, Shadow. If you're gonna kill me, then do it already."

"I won't kill you. Not yet anyway."

"Why?"

The hedgehog smirked. "Because...I could use a companion."

Rouge's eyes widened as he Chaos Controlled them off of the ARK. Once back in the city, Shadow released her arm. Rouge pulled away from Shadow still shocked at his final words to her upon leaving. _Did he pretty much just say he needed me? Or am I looking to far into this. Either way, I need to tell __Sonic what he's planning before it's too late. The question now is, how? _"So what's the plan then, handsome?" Rouge asked him.

"Simple. We get to the Island and take the emeralds and go after this fox kid." Shadow crossed his arms. "But it is getting late. Perhaps you should get rest first."

Rouge smiled. "Well, that sounds like a fine idea, but we spend the night at my place tonight. It'll be much more cozy. We can order take out as well."

"More pancakes?"

Rouge laughed. "Pancakes are a breakfast food, silly. No I'll introduce you to something new. Come on. We'll walk so you can save your energy." _I'll humor him for now. But I will stop you, Shadow. That's a promise._

As they began to walk, a young fox and a blue hedgehog had been watching the odd couple for a few moments. "Sonic, who is that hedgehog. He sorta looks like you." The two tailed fox said.

Sonic glared at Shadow as he walked with Rouge. "Yeah. He must be the reason the G.U.N was after me. But what is he doing with Rouge?"

"Do you think she's working with him? I mean, he did steal a Chaos Emerald. That's right up her alley."

Sonic smiled. "Don't know. Only one way to find out. We'll pay a visit to this odd pair tomorrow morning."

Tails frowned. "Maybe we should bring Knuckles, Sonic. He knows Rouge better than anyone. Something seems really wrong about this."

Sonic chuckled. "We don't need Knucklehead just yet, Tails. Come on. Let's get out of here."

Author notes:

So I know there's suppose to be three emeralds at Prison Island, but I don't really want to put Eggman in my fanfic cause I don't feel like I can get his character right. I have a feeling this is gonna be a really long story as well. I plan on incorporating some of Sonic heroes into this as well as the Black Aliens as well as my own twist and plots into everything. So it will basically be how I wish the games went. Hope you enjoyed, until next time!


	4. Chapter 3: Damsel in Distress

Chapter 3: Damsel in distress

Shadow sat up on the couch awaiting the bat to awake. He still wasn't sure why he was putting up with the bat. She was arrogant, stubborn, obnoxious, beautiful..

The hedgehog's eyes widened as he finished his thought. He knew the bat was attractive, but never imagined that it would have an effect on him. He was the Ultimate Life Form. Any entire army couldn't bring him down and yet this beautiful, manipulative bat had found a way to easily bend him at her will.

_I had not been prepared for this. _Shadow thought as Rouge continued to flood his mind.

"Shadow?" Rouge asked as she sleepily walked into the living room. She rubbed her left eye and yawned walking up to the couch. Shadow had jumped as though Rouge could read his thoughts. She smiled at him. "Sorry, didn't mean to scare you."

She pat him on the head as she walked into the kitchen. Shadow's eyes were still fixed on her. Her hair was a mess but still suited her. She turned back to him while preparing coffee. "What? Not gonna talk to me now?"

"I'm in no mood to deal with you today, Rouge."

Rouge put the two mugs down and walked back to the couch. She sat down next to him. "Look if this is about yesterday-"

"It has nothing to do with the ARK."

"Are you mad cause I made you sleep on the couch?"

Shadow looked at her puzzlingly. "What do you mean?"

Rouge smirked. "If you want, you can sleep with me tonight." She practically purred as she inched closer to the black and red hedgehog.

Shadow moved away from her with a faint red blush across his face. Rouge couldn't help but laugh. "I'm teasing you, Shadow. I promise you'll get used to me." She got up and proceeded to make their coffee.

Shadow growled as she got up. "Why do you do that?"

"Cause it's fun. Men are so easy to tease and you're not much different, Shadow." She handed him a cup of coffee. He observed it before taking a sip. Rouge sighed. "There's a lot of things you can learn from the people on this planet, you know. All you have to do is give us a chance."

He put the cup down onto the end table and leaned back on the couch. "You won't talk me out of my plans, Rouge. This planet doesn't value life so why should I?"

"I value my life. I wouldn't have it any other way even though I had to struggle through most of it. It made me the person I am today."

Before Shadow could respond, the doorbell rang to Rouge's door. Shadow looked at Rouge who had gotten up to answer the door and grabbed her arm. "What do you think you're doing?"

"Going to answer my door."

"Who is it?"

"I don't know. I'm not psychic. Let me go." She snatched her arm out of his grasp and proceeded to get the door. Shadow followed her close behind.

Rouge opened the door to reveal Sonic the hedgehog and Tails Prower, who was slightly hiding behind Sonic. "Hey, Rouge. Long time no see."

"Sonic! What a pleasant surprise. Wanna come in?" She asked moving aside. Her movement caused her to reveal the black and red hedgehog that was behind her.

Sonic glared at the hedgehog who gave him the same cold stare back. "Well seems like you already have company. New boyfriend?"

Rouge chuckled "Hardly. This is Shadow. He's sorta a business partner."

"Sorta?" Tails questioned.

Rouge shrugged and beckoned them to follow her to her apartment._ How am I gonna ask for their help with this damn hedgehog on my back all the time? _

"So what brings you boys here? I haven't seen you guys in a long time." Rouge leaned against the end table letting her guest sit on the couch. She took a sip of her coffee and awaited Sonic's answer.

Sonic sat beside Tails, who sat between the two hedgehogs fearing a fight about to take place.. Sonic smiled at Rouge. "We were in the area. Thought we stop by before paying a visit to Knuckles. We haven't seen him in a while either."

Rouge gazed at Shadow, who was bored with their conversation. He looked over to Rouge practically telling her to hurry up with his eyes. Rouge looked back over to Sonic. Sonic could tell Rouge was uneasy having Shadow around right now. "So, Rouge, anything new?"

The bat had to find a way to get Shadow out of the way so she could warn Sonic. She walked into the kitchen taking the two empty coffee mugs with her. She stared at a notepad on her refrigerator door and got an idea. As she placed the mugs in the sink, she tore a piece from the notepad and began to write. "Nothing really. I haven't heard from the President lately, so no missions and the last time I went treasure hunting Knuckles almost took my head off for trying to take the Master Emerald. Saying something about how the Master Emerald controls the Chaos Emeralds or something. Don't know. I tune him out after a while."

Tails frowned and looked at Shadow. Something was definitely up with the new hedgehog. Sonic and Tails new almost everyone in the city and neither of them had seen him before. He also knew there was no chance of finding out what he was up to if they couldn't get Rouge out of the room to talk to her privately. Tails looked back to Rouge, who had been writing something on a paper since she got into the kitchen. "Well we probably should head out now, Sonic."

Sonic nodded and the two stood up. "We'll catch you later Rouge."

"Wait. Can you do me a favor and give this recipe to Amy? She said she was going to stop by for it, but it's been a little while since I've seen her."

"A recipe? I didn't know you two were close like that?"

"We're not. It's for the cheesecake I made for her dinner party last year. I think she wants to make it for something." Rouge handed him the paper, making sure Shadow could read the part of it that had said Cheesecake recipe. She looked at Sonic and he immediately understood what she was trying to do.

Sonic took the paper and gave it to Tails. "No problem. I'll give it to her later. Thanks, Rouge. See ya!"

Tails waved goodbye and soon the two had left. After they had turned the corner from Rouge's apartment, Tails read the paper Rouge had given them.

_Shadow Ultimate Life Form. Warn President. ARK. World destruction. Chaos Emeralds power Eclipse Canon. _

"Sonic..."Tails frowned.

Sonic knew it. Shadow was the hedgehog who had framed him. And Rouge must be in danger or else she would've just told them the truth. "Come on, Tails. We have to warn the President and find out what the ARK means."

"ARK? That's a space colony, but it was shut down fifty years ago."

Sonic smirked. "And this is why it's awesome having a smart friend around. You find a way onto the Space Colony and I'll warn the President. We're gonna need all the help we can get for this one, so if you see Knux or Amy let them know what's going on. We'll meet back at your workshop in 2 hours."

"Got it"

Back with Rouge and Shadow, Rouge was finishing up getting ready. Shadow waited leaning on the doorway to her bedroom. She applied her final makeup touches and turned to Shadow. He was getting impatient waiting for her, but he didn't say anything. She got up and grabbed her treasure detector. "So what did you think of Sonic and Tails?"

"Annoying."

"That's not nice, Shadow. Their not bad people. Sonic has saved the world numerous times and Tails is super genius and he's not even a teenager yet. That fox boy is gonna go places."

Shadow's eyes widened. "Fox boy? Is that the one with the Chaos Emerald?!"

She nodded. "Calm down. We'll see them again. I'd rather you not destroy my apartment trying to get something that they probably didn't even have on them at the time. Tails probably keeps the emerald on his plane because the Chaos energy can fuel it and make it faster and stronger."

Rouge pushed Shadow from her doorway and made her way past him. "Alright let's go. The emeralds are on Prison Island. Their locked away in a safe. We won't have much time before I'm caught so I'll need you to be a distraction."

Shadow stared at her for a moment. "And you don't have access to this safe?"

"I'm a jewel thief, Shadow. Do you really think their gonna let me have access to the Chaos Emeralds? They'll probably just reprimand me if I'm caught, but I'm in no mood for a lecture."

"Hmph. So let's get going then." He grabbed her arm. "Chaos Control"

They soon arrived on Prison Island. Rouge looked at Shadow. "So how do we pursue this?"

"I'll create a distraction allowing you to sneak in unnoticed. You get in and get the emeralds and get out as fast as you can."

Before Rouge could respond, Shadow was gone. "Am I really going to go through with this?" She sighed. _Sonic will stop him. I know it, so no need to worry. _ She shook her head and began heading towards the base.

Tails and Sonic had rejoined along with Amy. Tails looked at Sonic. "The Tornado is ready to go. Do you have a plan?"

"The President said that the emeralds are on Prison Island, so we'll have to go there. Rouge is probably going to be after the emeralds under Shadow's orders. The President said he hasn't spoken with her in two days since he assigned her the mission to research Shadow, the Ultimate Life Form. We have to rescue Rouge and stop Shadow from getting those emeralds or the whole planet will be in trouble." Sonic answered.

"But if the President knows, why won't he tell the guards and soldiers to rescue Rouge?"Amy questioned. Amy had not been very fond of the bat and the thought of having to save her made her sick. She, however, was not one to question Sonic when he asks her for help. Normally, Tails and Sonic sought to exclude her from helping out of fear she would get in the way or worse. But this time, they asked her personally which made her happy, but scared as well. What were they dealing with that they required so much help?

Tails frowned and answered. "Well if the soldiers were to protect Rouge and help her escape, Shadow would know that she asked someone for help. This would probably result in Shadow killing all of those soldiers and Rouge as well. We don't want any casualties, so we will take this matter into our own hands. Sonic will go after Shadow. Amy, me and you will go after Rouge. We need to get as much information out of her as to what Shadow is. We also maybe able to get her safely back to the workshop without Shadow noticing."

Sonic nodded and hopped into the plane. "Well then, let's get this party started.

Rouge had managed to get into the base undetected due to all soldiers running to each others aid to stop Shadow. She noticed a few security cameras and lasers and smirked _The security around here is just awful. I could have taken these emeralds a long time ago. _

She made her way past the cameras easily by flying above them. Using her swift acrobatics, she avoided being hit by any of the lasers. Unfortunately, the bat had underestimated the security and tripped a tripwire on the floor that she had not noticed setting an alarm off. "Shit" She cursed. "No need to be stealthy now. Shadow's gonna be so pissed at me."

As if on queue, Shadow contacted her "What the hell, Rouge!?"

"Sorry, I didn't see the wire on the floor. I'm getting the emeralds now don't worry."

A robotic voice appeared on the intercom "INTRUDER ALERT! INTRUDER ALERT! INITIATING SELF DESTRUCT SEQUENCE IN FIVE MINUTES."

Rouge growled. "Ok now worry..."

"You are not leaving here without those emeralds, Rouge!"

"I'll get them!" Rouge continued running through the halls. She took out several armed robots before arriving at the safe. Using a couple of hard swings from her iron boots, she managed to get the safe open. "Ah hah! Got them!"

She quickly grabbed the four emeralds and put them in the bag she hand around her shoulder. She turned around to begin running out and saw that the door was beginning to be closed. "Damn" Rouge quickly ran to the door, but wasn't fast enough to make it in time. She was locked into the room.

Shadow managed to get away from the soldiers and was awaiting Rouge in the jungle on the island. _That damn bat better have the emeralds or I'll just get them from her ashes later. _Shadow was distracted from his thoughts by the blue hedgehog making his way through the jungle. _That's Rouge's friend. Hmph, guess I'll have some fun while I wait for her. _

Shadow jumped off the tree branch he was on and landed in front of Sonic. He looked at the blue hedgehog, who wore a smirk on his face. "So, Sonic the hedgehog, Rouge managed to ask you for help some how didn't she?"

"Rouge is a lot smarter than she looks. You're not gonna get away with what you want to do, Shadow. I'll stop you myself." Sonic got into a fighting stance. _I have to get Tails and Amy out of here._

Shadow made the first move. He used his Chaos Control to get behind Sonic and swung a punch to knocking him to the ground. Sonic was amazed at his speed but soon realized he was using the Chaos Emerald to warp. He stood from the ground. "Heh, not bad, but not good enough, Faker!" Sonic charged at Shadow. He again used the Chaos Emerald, but this time Sonic was prepared. Sonic jumped out of the way of Shadow's attack and used Sonic wind to knock him back.

Shadow braced himself after the attack. _Hm, this hedgehog's pretty strong. _Shadow was about to make another attack, when Rouge contacted him. "Uh, Shadow...I'm a little stuck. I'm locked inside the safe with the Chaos Emeralds."

"You'll have to get yourself out. I'm a little busy at the moment." Shadow answered back as he dodged another attack from Sonic.

"Hmph, I was looking forward to having you save me, ya know!" Rouge put her walkie talkie down and sighed. "I guess I won't be able to call myself a treasure hunter anymore..." She shook her head and stood up, taking the bag off of her shoulder. "No I'm not about to give up." She kicked the door repeatedly and hoped eventually she would manage to get it open.

Sonic panted. He was getting tired and Shadow hadn't even broke a sweat. Rouge contacted Shadow one more time, this time with more panic in her voice. "Shadow, there's only a minute left before the whole island blows up..."

Sonic knew now he couldn't waste anymore time. He quickly moved past Shadow. "We'll finish this up another time, Faker."

Shadow was about to use Chaos Control to get off the island when an image of Maria had filled his head. She was alone and in danger, just like Rouge was at this very moment. The two had no real similarities, but the thought of not being able to save Rouge haunted him. Just as the thought of failing to save Maria had haunted him. He couldn't allow himself to let her die. "Shoot, troublemaker."

Rouge sat back down on the floor of the safe holding her bag in her lap and counting down the seconds she had to live. She laughed as the only thing she truly regretted was not getting her hands on the Master Emerald. Unexpectedly, she saw a flash of light fill the room and Shadow appear from it. "Shadow!"

He wasted no time and grabbed her holding her close before using Chaos Control again to get off the island.

The two arrive back on the ARK. Shadow released Rouge. He snatched the bag from her and proceeded to the Eclipse Canon. Rouge followed closely behind him, but didn't say a word.

Shadow placed the rest of the emeralds into the Eclipse Canon except for his green one. "Just one more. How are we going to get it from that fox kid?"

"Shadow, I don't want to talk about that. Why did you save me?"

Shadow stood silent. He couldn't even answer that if he wanted to. He wasn't sure himself why he saved her. "I had come back for the emeralds not you."

"Then you could have left me there to die. You didn't have to save me."

"What difference does it make? You're going to die with the rest of this planet in just a couple of days anyway."

The bat sighed. "So you still haven't changed your mind yet?"

He shook his head. "And I don't plan too. Do you wish to go back to your place tonight?"

She nodded and latched onto Shadow's arm being accustom to his using the Chaos Control. When they arrived back to her apartment, she immediately removed her boots. Her legs were sore from all the kicking she did trying to save herself from death. Shadow sat on the couch next to her. "Sonic was on the island."

"Oh really?" She replied hesitantly. _I hope he got off the island._

"Don't play games. You told him everything, didn't you? Did you really think he could save you?"

"I don't need him to save me! I'm not in any real danger. I need him to stop you!" Rouge snapped back. She sighed and stood up from her couch. She leaned over Shadow. "I know you're not evil, Shadow. You saved me today because you didn't want me to die and that's that. You can stop this, you know."

Shadow wasn't comfortable with her being so close and sunk further back into the couch. He tried to mask his discomfort by continuing their conversation. "If I do chose not to do this do you honestly think I won't be destroyed anyway? I was created a monster and that's what I will always be seen as."

"That's not what I see you as. You're not much different than everyone else. And the fact that you saved me proves that you have a heart and soul, Shadow. Your not some war weapon made for destruction. You have the ability to care and be happy like everyone else." She smiled at him before kissing his forehead. "That's for saving me. Maybe I can save you next time. Good night."

Shadow sat in shock after she kissed him. His face was almost as red as his strips on his quills. Rouge smiled and began heading towards her room. She stopped just as she reached the door. "You know my offer still stands."

"What offer?" Shadow asked not looking in her direction.

"For you to sleep in my room tonight. If your still mad about sleeping on the couch, of course."

Shadow's face got redder, but he finally understood what she was trying to do. "You're trying to seduce me to stop my plans aren't you?"

"Is it working?" She asked.

"No"

Rouge smiled and replied. "We'll see about that." She closed the door to her bedroom leaving Shadow on the couch.

He smirked and laid back on the couch. He hated to admit it, but the bat was starting to get to him. He almost felt guilty for wanting his revenge, but his loyalty to Maria was stronger than any feeling he had for Rouge, if there truly was any. She was certainly very different than anyone he had ever met, but he had only been on Earth for a short time. Though he was pretty sure he would never encounter someone like Rouge ever again. Her personality was very flawed, but her flaws made her almost perfect. His thoughts reflected back to his thoughts of her that morning. Arrogant, stubborn, beautiful, and more importantly...trouble.


	5. Chapter 4: Beauty vs The Beast

I love that so many of you are reading my fanfic. I just wish some more of you would leave reviews. I love feedback, but none the less the story must continue. Enjoy the next chapter!

Chapter 4: Beauty vs. The Beast

Shadow and Rouge had returned to the ARK for the next few days to hide out from the G.U.N as well as Sonic and his friends. Rouge had not enjoyed her time living on the ARK, but Shadow had refused to let her go back to Earth. She hated the cold darkness and the hedgehog had avoided her even more lately. He never talked to her and even when she tried striking up conversation, he would tell her to 'go away' or not even answer at all. It had gotten to the point where she didn't even bother with him anymore. The ARK was too dangerous for her to go around exploring. She could get lost easily in it and most of it had been falling apart due to age.

Rouge sighed as she sat by a window on the space colony. It's been about a week since she had been back on Earth. She had never paid much attention to the trees or other greens or even the blue sky, but now she desperately missed them. She was lonely and bored. Very bored. The bat was sick of looking at stars all day. _I wonder what Shadow's up to. Not that he'll talk to me anyway. He just sits in that computer room all day. _

She stood up and decided to pay the black and red hedgehog a visit anyway. As soon as she arrived at the computer room, she saw that Shadow was not there. "Shadow?" She asked. He was no where in the area.

Rouge stepped up to the computer and searched Project Shadow. It asked for a password for her to proceed. She stood there thinking for a moment to everything Shadow had told her and showed her since their meeting. Nothing had really stuck out to her other than the young girl that Shadow cared for. _What was her name? Maria I think. Worth a shot. _Rouge entered MARIA into the password slot on the computer and was granted access to the information she was seeking.

She scrolled through the documents on the Ultimate Life Form hoping to find a weakness to use against Shadow. Her heart sunk as she read the first line under Shadow's name _There are no known weaknesses._ It looks like she would have to find a weakness on her own.

Despite not finding the information she had needed, Rouge continued to read trying to find out as much as she could on the mysterious hedgehog. Several things had stuck out to her. _Shadow was ageless. He gained his Chaos abilities from a creature known as Black Doom._ Rouge had stopped reading there. Who was Black Doom? His name had not been mentioned around G.U.N or in any other documentation on the ARK. She shook her head and continued reading. She would do research on Black Doom later. _The original Ultimate Life Form had been deemed a failure and was sealed until a replacement idea could be found. _

The Bat stopped reading again. What did it mean the 'original'? Rouge scrolled down a bit to observe the picture that was provided with the document. It was a large creature. The picture was too blurry for her to make out much of what it was, but she was certain it wasn't the hedgehog she had been hanging out with for days. "Intruding are we, Bat girl?" A voice appeared from behind her. She jumped and tried to turn around, but before doing so Shadow grabbed her shoulder and threw her to the floor behind them.

Rouge turned over onto her back to see the black hedgehog hovering over her. "I can't leave you alone for five minutes, can I?"

"Shadow...what are you?" She asked standing up from the floor. She readied herself into a fighting stance and prepared for the worst.

"I am the Ultimate Life Form. That's all you need to know." He mimicked her and also readied himself into a fighting stance.

Rouge narrowed her eyes. "If that picture is of the original Ultimate Life Form, then who or what does that make you?"

Shadow growled and swung a punch at the bat. Rouge flipped backwards and took flight to avoid anymore attacks from him. Shadow, however, used Chaos Control to appear behind her in the air and swung another punch to the back of her head. Rouge fell to the floor once again, this time immobile for a few moments.

She struggled to recover as the hedgehog began to approach her from behind again. Rouge swept her leg across the floor in an attempt to trip Shadow, but failed. He avoided her pitiful attack and grabbed her by the back of her neck. "You could have avoided this, Rouge. Had you just done what you were told, I wouldn't have had to hurt you." He picked her up and threw her back behind him.

Rouge was frustrated at how pathetic she was. She couldn't even stand up to fight him. The only words going through her mind at the moment were _There are no known weaknesses. _How was she suppose to beat something that wasn't made to be destroyed? She picked herself up from the floor again and stared at Shadow. He began approaching her again and she readied herself, though she wasn't prepared to take on any of his attacks.

"What do you plan to do, Rouge? You can't beat me with your weak attacks."

Shadow's teasing didn't stop the bat from trying to attack again. She charged at him and tried to kick him in the stomach. He grabbed her leg and punched her in the stomach instead knocking the air out of her. She moved backwards gasping for air, but the hedgehog didn't give her a chance. He swung another punch at her jaw knocking her back to the floor. This time she didn't try to get up. She tasted blood in her mouth and began to feel the tears build up in her eyes. _Damn it! I'm not about to let him see me cry. _She had to keep fighting. She wasn't going to allow him to believe her to be weak.

Rouge got up again causing Shadow to smirk. "You don't give up do you, Rouge. I guess I can admire that. Chaos Spear!"

Rouge shrieked as the light hit her shoulder piercing it. She held the wound attempting to stop the bleeding. She looked into Shadow's cold red eyes and immediately felt the fear she should have felt upon their first meeting. The hedgehog began to approach her. He saw the fear building in her eyes and for some reason it had upset him. All this time he had wished she feared him and now that she had, it made him angry. But then why shouldn't she fear him? After all he was a monster and a creature to be feared.

He stopped in front of the bat. "Are you afraid, Rouge?"

She didn't answer. She was too scared to move, but she knew she had to do something. However, there was no where for her to go. She was trapped on the space colony and her only ticket off was the psychotic hedgehog standing in front of her. Rouge stood still staring into Shadow's eyes. She tried to punch him this time, trying to throw him off her usual tactics. Shadow knocked her arm out of the way leaving his guard open. The bat took this opportunity to make a move. She leaned in closer in between his arms and kissed him, causing the hedgehog to go into shock.

Shadow didn't react to her kiss and so Rouge took it a step further trying to deepen the kiss continuing to puzzle the black and red hedgehog. She slowly began to pull back awaiting a reaction from him. He had not pulled her back nor pulled her away, so she was sure she had dazed him.

Once she was certain she throw off Shadow's guard, Rouge kneed him in the stomach and swung a roundhouse kick to his head. When he was down, she ran as fast as she could out of the computer room. Shadow slowly picked himself up and called after the bat. "You can't run very far, Bat girl! I know the ARK much better than you could ever hope to!"

Rouge didn't listen to him. She just kept running hoping to find a way out.

Sonic sat with Tails and Amy in Tail's workshop. The three had not seen any sign of the bat or black and red hedgehog since Sonic's encounter with Shadow on Prison Island. Sonic had been acting unusual since that trip and both Amy and Tails were worried. He didn't joke around or act as impulsive as he usually did. He was always hard in thought as to what their next move should be. Tails finally broke the silence. "Did you stop by Rouge's place, Sonic?"

Amy answered. "I did. Yesterday. She's not there. The neighbors say she hadn't been home in a few days. My guess is they never returned there after going to the island. What if they never made it off?"

Sonic shook his head. "That fake hedgehog would've made it off. He's fast and strong. It's Rouge I'm worried about. He seems like the type that would have left her there. She even called him for help and he didn't go after her."

"Y-you think he let her die?" Tails asked.

"I hope not. I would've gone after her but there wasn't enough time to save all of you." Sonic said with guilt in his voice. "I hope she's ok, but that's not our priority right now. Shadow had six of the seven Chaos Emeralds and if he gets that last one that's with us, the planet is in trouble."

Amy and Tails both nodded in agreement. Amy sighed and looked over to Sonic, who was looking out the window of the workshop. "So what do we do now?"

"We have to find a way onto the ARK." Tails answered. "My bet is that Shadow returned there so we wouldn't be able to get to him. But how is he getting up there without anyone noticing."

Sonic looked back to his friends. "He can use the Chaos Emeralds to warp. It's how he almost beat me in our fight. What if he's using the Chaos Control to get to the ARK?"

"Sonic, I may be able to get us on the ARK, but I need time to finish touching up the Tornado to allow us to go into space. Also, I think we may need Knuckles to help us."

Amy looked up puzzled. "Knuckles? What for?"

"When we last saw Rouge, she said Knuckles had told her something about the Master Emerald being able to control the Chaos Emeralds. In the event that Shadow gets the final Chaos Emerald from me, we need a back up plan. You two go talk to Knuckles and explain the situation to him. I'll stay here and work on our ship as well as find a plan to stop Shadow."

Sonic gave Tail's a thumbs up. "You're the best, Tails. C'mon Amy."

Amy hopped off the stool she was sitting on and followed Sonic. She was almost out the door when Tails called to her. "Amy!"She turned around to look at him. He continued when he had her attention. "Keep an eye on Sonic. I know you noticed he's been acting weird. It may have to do with guilt for not saving Rouge or anger for not being able to stop Shadow or both, but something is bothering him. Don't let him do anything stupid."

"Don't worry about it. I got this, Tails." She quickly moved out closing the door behind her and rushing to catch up with the blue hedgehog.

Rouge continued running through the dark halls of the ARK. Everywhere she ran things looked exactly the same. There was no point in continuing to run for she did not know where she was or where she would go. Shadow would find her eventually and who knows what he would do with her. _He knows where the last emerald is. I'm no longer of value. _The bat collapsed to the floor both exhausted and scared. For the first time in her life, she was willing to admit she was afraid of something. She had seen the cold eyes of the black and red hedgehog, something she didn't see in him upon their first meeting. "Shadow..."

She leaned against the metal wall and sighed cradling her injured arm. She hadn't expected him to really hurt her. _I let my guard down. I knew he was dangerous. _Her ears twitched picking up a sound coming from down the hall. "Shit" She cursed quietly and stood up. She began to run through the halls again only to be met with a dead end. Her ears dropped as she heard Shadow quickly approaching.

Soon the two were face to face with each other. Shadow shook his head. "You managed to get further than I ever thought you could."

"S-Shadow, can I ask you something?" She began approaching him and the hedgehog stepped back worrying she would try to use a kiss to trick him again.

He hadn't answered verbally but instead just nodded his head. Rouge asked, "Do you think we could have become friends?"

The hedgehog stood silent. Maria was the only friend he ever had. He wasn't even sure he knew how to make friends. He looked at the trembling bat and almost felt sorry for her. She was scared, defenseless, just like Maria. He shook his head. _Maria is dead. The bat girl will only interfere._

"If we had met under different circumstances, then perhaps. But that is not the situation."

"W-will you kill me then?" She asked her voice almost trembling. Her blue eyes stared into his red ones. Shadow couldn't look at her eyes and turned away. They were so similar...

"You've left me no choice."

Sonic and Amy soon arrived at the shrine of the Master Emerald. The red echinda stood up defensively at the approaching of two figures but settled down upon seeing Sonic and Amy. "What are you two doing here?" He was about to make a joke about the two of them being together but saw the seriousness in both their eyes. "Did something happen?"

"I'll explain everything at Tails'. We need the Master Emerald." Sonic answered.

Knuckles raised his brow in suspicion. "For what, exactly?"

Amy knew unless they could give Knuckles a full explanation, he wasn't going to go anywhere with them. "We need to save the world and its fate sort of lies in your hands. So come with us and we'll explain on the way. Please, Knuckles?"

The echinda stared at the pink hedgehog for a moment and then to the blue one. He nodded his head and gathered up the Master Emerald. "This better be important."

Sonic explained in full detail to Knuckles how dire their situation was before reaching Tails' workshop. He hadn't asked anymore questions and was more than willing to help them stop Shadow.

Tails stopped working on the Tornado when he saw the trio arriving. He happy to see that Sonic and Amy managed to get Knuckles to come along with them. Tail's held out a gold Chaos Emerald. "This is what we're going to use to stop Shadow."

Sonic was confused as well as Knuckles and Amy. "We're gonna give him what he wants?" Sonic questioned.

Tails chuckled. "No silly. It may look like a regular Chaos Emerald and may have some similar qualities, but it is not actually the same thing. It's much weaker than the real one. One put into the system it will cause a malfunction and stop Shadow's plans."

Sonic smiled. "Like I said before, you're the best, Tails."

The fox boy sheepishly smiled. "Well the tornado will be ready in about two days. As long as they don't come after us before that, we should be able to surprise them on the ARK."

They nodded their heads in agreement and awaited the completion of the Tornado.

-2 DAYS LATER-

Rouge awoke with pain all over her body. _Ugh, I can't move. What happened? _She then remembered her fight with Shadow. She shouldn't have been alive. He said he was going to kill her. What had stopped him?

She struggled to sit up and noticed she was in a bedroom, but it wasn't her own. It was a light blue room with flowers painted around it. It hadn't looked like any of the other parts of the ARK. It actually almost looked like an actual home. She saw several drawings around the room of which looked like they belonged to a child. She slid off the bed and winced at the pain in her legs. Rouge approached the dresser. One drawing in particular captured her attention. It looked like it had been drawn by someone else will a little more skill than the other artist. A drawing of the black and red hedgehog and Maria. At the bottom of the picture it read _To Maria. From Shadow. _Rouge felt her heart drop. She looked to the next picture on the dresser and saw a photo of the girl with her grandfather and another of her and Shadow. The bat didn't know how to react. She was supposed to be afraid of Shadow and yet here she was pitting him. He had suffered enough.

The door had begun to open and Rouge jumped up causing her to fall due to her injured legs. Shadow approached her. "Out of bed already?" He picked her up and placed her back on the bed.

Rouge pulled the covers over her and blushed from her clumsiness. Shadow observed the pictures on the dresser that Rouge was looking at. The bat noticed the sad look on his face. "Do you want to talk about it?"

"No"

Rouge was taken back by his abrupt answer and tried a different question. "What happened last night?"

"Last night you were still past out from the day before." He responded turning his attention back to her. "I needed you out of the way."

Rouge shrugged causing pain to her injured shoulder. "And yet you still didn't kill me. Shadow, there's something you're not telling me. Something is keeping you from hurting me."

"Hmph. I suppose you don't remember all the pain I dealt to you two days ago."

She rolled her eyes. "You know what I mean, Shadow."

He did know what she meant, but he did not want to admit that she reminded him of his long lost friend. Shadow turned away from Rouge again. "I will leave you to rest."

Just as Shadow was about to exit Rouge apologized. "Sorry that I kissed you."

The hedgehog's cheeks turned a light shade of red causing the bat to giggle. He then left the room without another word. Rouge smiled. There was hope for him yet. As long as she could keep him from getting the last emerald, she could try to change his mind about destroying the planet.

Sonic and his friends were just about ready for their trip to the space colony. Knuckles sat with Amy while Sonic helped Tails make final touches on the Tornado.

"Knuckles?" Amy asked. He looked over at her. "Do you know if anything ever happened between Sonic and Rouge?" Sonic had seemed really worried about the white bat and it made Amy really jealous.

Knuckles had not been expecting such a question. He looked away from the pink hedgehog and began to really think about it. "Sonic and Rouge were never really close, Amy. Rouge is just a heartless greedy bat. I don't really think she's Sonic's type. And she's not one to settle down I guess. She's just...well she's just her."

"And if Sonic had a type wha-"

"Tornado's ready!" Tails called out to them. Knuckles let out a sigh of relief as he avoided Amy's next question.

Knuckles and Amy rushed to join Sonic and Tails by the Tornado. Amy was impressed. "Good work, Tails. Is there nothing you can't do?"

Tails smiled. "Thanks, Amy. We have to get going fast. It should take roughly 30 minutes to get to the ARK."

Sonic was onto the Tornado first anxious for another shot at fighting the black and red hedgehog. Amy was in next and of course to a seat next to Sonic. Knuckles was next who was still a bit clueless as to what they were truly up against. And finally Tails, who took command of the ship. "Alright, everyone ready?" He asked.

They nodded and were soon off.

Shadow returned to the computer room after checking on the bat. He sighed still angry with himself that he couldn't get rid of her. He ran his hand through his quills and leaned against the computer. He tried to focus on finding the last emerald, but he couldn't help but worry about Rouge. He had hurt her pretty bad during their fight and now he was feeling guilty about it. _Maybe I should check on her again. _His thoughts were interrupted by the computer alerting him that something was coming towards the ARK.

He saw the blue and yellow ship flying towards them on the screen. "Hmph, so I don't even have to go find that emerald. The idiots brought it to me."

Rouge sat up in the bed the pain was still very severe in her body. _What I wouldn't do to get some pain killers right now. _"Shadow!" She called out feeling a need to annoy the hedgehog again. _What am I doing? This place is huge. He's probably all the way on the other side of this place._

She slid out of bed her legs wobbling beneath her. She opened the door to the room and peered out into the hallway. The black hedgehog was no where in sight. She began walking through the hallway hoping to see something familiar, but once again she was lost. _Why the hell is this place so big? _She proceeded through the hall and turned a corner walking right into Shadow. She was about to fall, but he put his arm under her back and caught her. "Why are you out of bed?"

"Um...looking for you." She answered as he helped her stand up straight. She was starting to believe that Shadow had some sort of bipolar disorder. One second he was threatening her the next he was doing everything he could to take care of her. _Maybe he didn't even know what he wanted. _

Shadow looked at her questioningly. "For what?"

"I got bored and was hoping you could entertain me." She answered running her index finger over his chest. He swatted her hand away. "You need to learn to have more fun."

"And you need to learn to keep your hands off of me. We have bigger problems anyway. Seems your friends found their way onto the ARK."

"Let's be clear about something. They aren't my friends. They are just the good guys and I happen to like being alive. I can't die knowing I didn't get all the jewels in the world."

Shadow just shook his head. "Something is seriously wrong with you."

"I can say the same thing about you. So we gonna stop these guys and steal an emerald or what?" She grabbed his arm and pulled him down the hall.

"You're gonna help me?"

"No not really. But I want that emerald."

"Good enough."

"Aw look, Shadow. Our first date." She teased.

Rouge giggled and the hedgehog just rolled his eyes as she continued to pull him through the ARK.


	6. Chapter 5: Destruction

Chapter 5: Destruction

Sonic and the others landed safely on the ARK and exited the Tornado. Knuckles was helping Amy off as Sonic and Tails looked around the ARK in amazement. Tails was especially impressed. "I can't believe we're on the ARK!"

"Calm down, Tails. We're here to work." Sonic said with a chuckle.

"I know. I know. But do you realize the technology I can get from here. I can make the Tornado the fastest and strongest plane in the world!" The fox boy replied with excitement in his voice.

Sonic shook his head. "Maybe when we stop Shadow and save Rouge, you can look around the colony more."

Knuckles was not impressed with the space colony for he preferred the outdoors. "Are we going to get this over with? Having to save that bat girl is not my idea of a good time."

Amy nodded in agreement with the echinda and soon the group was off to explore the ARK.

-With Shadow and Rouge-

The hedgehog and bat headed back to the computer room. Rouge was still in pain from her fight with Shadow, but she had managed to conceal it well. Shadow pulled up the video surveillance on the computer and saw Sonic and his friends making their way through the space colony. "Hmph. They got here sooner than expected."

"Oh and look! They brought my love with them." Rouge said pointing to the screen.

Shadow looked at where she was pointing and saw a red echinda traveling with them. He raised his eyebrow feeling something he had never felt before. A pinch of jealousy. "The echinda?"

Rouge laughed harder than he had ever seen her. "Oh hell no! The lovely emerald he has with him. That's the Master Emerald."

Shadow sighed in relief. He felt embarrassed now. How had he missed seeing the large emerald? His feelings for Rouge had distracted him from the obvious. She had made him feel a bunch of unnecessary feelings since their meeting a couple of weeks ago. It was annoying him. He couldn't think properly nor could he think of how to respond to her. "Oh" was all he managed to come up with.

Rouge smiled and looked back at the screen. The computer had picked up two Chaos Emeralds. "Two Chaos Emeralds? But their should only be one left."

"Perhaps it is picking up a reading of the larger emerald. Does it possess the same abilities as the Chaos Emeralds?"

She nodded. Shadow continued. "None the less. Keep your eyes open." He turned to walk away.

Rouge stopped him. "Do you really mean to do this, Shadow? You can still stop this. We can help you."

"No one can help me now." He turned back to face Rouge. "I apologize for not making your last few days enjoyable. I will not require your assistance anymore."

Rouge was puzzled. "Y-you're letting me go?"

He nodded looking away from her. "However, if you try and help your friends stop me, I will not go easy on you." He pulled out the green emerald and extended his hand to her. "Do you wish to go back to Earth?"

The bat grabbed his hand and shook her head. "No I don't. Shadow, Sonic will stop you and unless you surrender now, I can't help you clear your name with G.U.N. I can show the tape from fifty years ago to the president and he will understand."

"You're too naive, Rouge. The people you work for don't understand reason. They fear my power because they can't control it. I will be destroyed either way."

Rouge stood silent. Shadow looked at her eyes again. She looked back into his red ones. "I will stay here, but I won't help you beat them."

"I don't need you to beat them. Just stay out of the way." He released her hand and turned to walk away leaving Rouge alone in the computer room.

She turned back to the computer and observed what location Sonic was in. _I have to warn them. _She quickly looked through the map of the ARK and though it was confusing, she managed to retain some memory as to where she had to go. She soon left the computer room to go meet up with the others.

-With Sonic and friends-

"Sonic, we're lost. This place is huge." Amy complained.

Sonic looked around and agreed. He had no idea where they were. This was bad. If Shadow chose to attack them here, he would have an immediate advantage. "Just stay on guard. We don't know what to expect."

Just then, the group heard a sound approaching them from the next hallway. Sonic looked at Knuckles and motioned for him to go with him. He looked at Tails. "Stay with Amy."

"B-but, Sonic!" Tails cried, but too late. The two were off.

The hallway was darker than any other part of the ARK, but the noise was getting close. Sonic and Knuckles were sure it was Shadow approaching them. Once Knuckles saw a shadow figure, he took the opportunity to strike. He swung a punch at the figure and hit. "Ow!" A very feminine voice cried.

Sonic and Knuckles looked confused. "Rouge?" Sonic asked.

The bat moved into a more lit area and glared at the echinda. "Yes. It's me." She punched Knuckles back. "Idiot! Why don't you ever think before you do things!?"

"Well sorry! I thought you were Shadow! It's a little hard to see in the dark you know! And a thank you would be nice for coming all the way out here to save your ass!"

"I didn't need you to save me, bastard! I never asked for your help!"

The two were almost at each others throats when Sonic intervened. "Guys, c'mon! We have a planet to save!"

The four of them reunited with Tails and Amy, who were relieved to see that they had a run in with Rouge and not Shadow. Rouge waved at the two and smiled. "Well, well look who it is. I never imagined Sonic would invest time into seeking your help, Pinkie. What are you gonna do? Annoy Shadow to death with your worship of Sonic?"

Amy's cheeks turned red and her blood began to boil. She hated the bat more than anything. "You ungrateful little bitch."

"Rouge, stop picking fights with everyone." Sonic interrupted yet again. "How did you get away from Shadow anyway? Did he hurt you? You're all beat up." He commented on her bruises.

"We got into a bit of an argument but after a bit of talking and a couple of punches, he let me go."

Her remark brought shock to everyone. "He just let you go or did you run away?" Tails asked.

"He let me go. Shadow isn't as bad as he seems. He needs one more emerald to activate the Eclipse Canon. One activated he plans on destroying the entire planet."

"But why?" Amy questioned.

The bat sighed. Her ears dropped down yet again. "For revenge..." She whispered. "G.U.N killed everyone on the ARK fifty years ago and blamed Shadow. He's hurt from that day. I've tried to talk him out of it, but he won't listen to reason." She looked at Sonic. "He's not evil, Sonic. Just misguided."

The blue hedgehog nodded. He looked at his friends. "I'll take Rouge and Knuckles to distract and hopefully stop Shadow. You two take the fake emerald and find the canon's power supply. Stop the canon from being used."

"Fake emerald?" Rouge questioned.

"I created an emerald that will negate the power of the canon once inserted. You guys can hold onto the real emerald. It will distract him." Tails handed Rouge the emerald since she was the closest. "You can count on us, Sonic. Come on, Amy."

Amy looked at Sonic before following Tails. "Be careful."

Sonic nodded and watched the two run off. He looked back to Knuckles and Rouge. "Alright, Rouge. Where is Shadow now?"

"Right here." A voice appeared from the dark hall. Shadow stepped out of the shadows(AN: sorry about the pun heh).

Rouge gasped and put the emerald behind her. Sonic and Knuckles took guard. Shadow looked at the bat and smirked. "You just can't stay out of trouble, can you, Rouge? And I even let you go."

The three of them stared down Shadow, but his eyes were only focused on the bat. She took a fighting position getting ready to fight him again. "I'm sorry, Shadow, but I can't let you do this."

Sonic chuckled. "Alright, Shadow. It's time to finish this. There is three of us and one of you. How can you hope to beat us?"

The black and red hedgehog charged at the blue one. He swung punch which Sonic dodged using his speed. Knuckles took this chance to try his luck at the black hedgehog. He went to punch him only to find that he was no longer there. Sonic shouted. "Knuckles, watch out!"

But it was too late. Shadow had used the Chaos Control to get away from Knuckles. He kicked the echinda and was now face to face with Rouge. She stared back at Shadow seeing the coldness in him that she had saw in their previous battle.

Sonic rushed to Knuckles' aid. "He can use the Chaos Emerald to warp." He said helping him to his feet.

"Heh, thanks for the info. A few seconds too late though. So how do we beat him?"

Shadow approached the bat. He didn't give her a chance to attack this time and used her previous wounds against her. He gripped her sore wrist as tight as he could without breaking it. "Give me the emerald."

Rouge shrieked with pain which attracted the attention of her allies. Sonic and Knuckles wasted no time and rushed to her aid. Shadow kept them at a distance using the Chaos Spear, but it didn't hold them off for long. He released Rouge and turned his attention back to them. "Fine, I will get the emerald later. You two will die first."

"Sonic wind!" Sonic shouted. A gust of wind engulfed Shadow, getting him away from Rouge. "Rouge! Run!"

"I can fight." She called back. The bat took charge at Shadow and tried to drop kick him. He grabbed her and swung her at the hedgehog and echinda causing all three to fall.

Sonic got up first and used a roundhouse kick to buy his friends some time. While Sonic and Shadow were clashing. Knuckles helped Rouge up. "Rouge, I know you want to fight, but we can't let Shadow get the emerald. You have to get out of here."

Though she didn't want to, she nodded and headed out through the hallway. Shadow noticed her trying to escape and turned his attention away from the blue hedgehog. Knuckles stopped him with a punch to the face which caused the hedgehog to fall back to Sonic. Sonic attempted another Sonic Wind. Shadow used the Chaos Control and got behind Sonic and Knuckles. "There's no time to play games. Farewell." With that he chased after the white bat.

Sonic contacted Tails. "Have you found the power supply yet?"

"Not yet, Sonic. What happened?"

"Shadow's going after Rouge for the Chaos Emerald. We don't have much time. She can't out run him forever."

"Try and stop him. We'll find it."

Sonic looked at Knuckles. "Let's go."

Knuckles nodded and chased after Sonic.

-With Rouge-

Rouge arrived back at the computer room. She tried to catch her breath, but was given a very short time. Shadow had wrapped his hand around her throat. "Give me the emerald, Rouge."

"S-shadow, listen...listen t-to me." She struggled to speak.

Shadow didn't want to hear her. He held onto her throat tighter until she revealed the golden Chaos Emerald. He let go of her. The bat gasped for air and leaned her head on the black hedgehog's shoulder. "Shadow, please. Please don't do this."

"This world will pay with their lives."

"What if I can show you that you're wrong? Would you stop this?"

Shadow didn't move or answer. He placed his arm around Rouge. She snuggled closer to him and immediately Shadow didn't want to see her suffer. _She can't interfere. _"Rouge..."

She got off of him. "I know what you are going to say, but please give me a chance if not them. Why should I have to pay for what those idiots did half a century ago?"

It was a reasonable argument. Shadow would not admit it, but he had grown to truly enjoy Rouge's company. She made him feel like himself again. Something that hadn't been done since Maria's death. Rouge held the emerald out to him. "I'll give it to you because I trust you will make the right decision."

He looked from the bat to the emerald in her hand. He took it from her and held it up. She smiled at him. "We could start over. Forget this whole thing ever happened. We could become friends and I could protect you from G.U.N. Neither one of us have to be alone anymore"

"It's wishful thinking Rouge, but..." He began. Rouge's eyes widened in horror as he tossed the final emerald onto the Eclipse Canon. He place his hand on Rouge's face and smirked. "But my mind is made up."

"Y-you..."

"I'm sorry, Rouge. I truly did believe that you and I could have been a great team, but my devotion to Maria is worth more than anything that you could have given me."

Rouge stood in shock as Shadow removed his hand from her face and approached the computer.

Tails and Amy arrived just in time to see that they were too late. The ARK began to shake violently causing Rouge, Tails and Amy to collapse. "CRASH COURSE SET FOR EARTH. IMPACT IN APPROXIMATELY TEN MINUTES" The computer said.

Shadow looked over to the trio. "You are all too late and you were fools to believe I would fall for your fake emerald. The ARK will collide with the Earth destroying everything on that worthless planet."

Rouge stood back up. She felt incredibly stupid and betrayed. "I believed you could change, Shadow. It was foolish of me to give you the emerald as a peace offering. You must understand that for me to give up a gem even at the cost of my life is the biggest symbol of trust I can ever give." She was hurt and now Shadow had regretted it. She looked at Tails and Amy. "Warn Sonic."

"Don't worry. We have a plan B." Tails whispered to Rouge as the two headed off.

Rouge nodded and watched them leave. She turned back to the black and red hedgehog. "Shadow."

"Enough, Rouge. What's done is done. There is no going back now."

"Shadow, I know there is a lot of evil in the world, but there is good as well. Sonic and his friends are proof of that. They save the world everyday and while I may enjoy snatching up some jewels, I don't mind saving the world sometimes as well. Shadow, I am begging you. Give them a chance to be happy. Give me a chance."

And that was it. Rouge's words had finally reminded of Maria's true final words. He turned to the bat. "Rouge..." He finally understood why Rouge had reminded him so much of his friend. Maria was guiding him through her. But it was too late. He couldn't save the world and he couldn't save her.

–

Author's notes:

So I never really liked that Amy talked Shadow out of blowing up the planet in SA2. In the comics, we can see that Amy and Shadow have a bit more of a friendship, but in the game it never made any sense to me. So I changed it up a bit. This chapter was a bit shorter than most, but I really was so stuck at this one. I hoped you liked it anyway.


	7. Chapter 6: Saving the World

Chapter 6:Saving the World

"Shadow?" Rouge asked with concern in her voice.

The black hedgehog continued to stare at her with a blank stare on his face. He couldn't believe he had been so stupid. _I can't let her die. _

"Shadow?" Rouge asked again this time sounding more demanding for him to answer her.

However, he then did something that was completely unlike him. He grabbed the white bat and pulled her into a tight hug. Rouge's eyes widened, but she didn't fight him. She wrapped her arms around him as well and hugged him back.

Shadow broke the silence. "Thank you, Rouge. I suppose I underestimated your abilities of persuasion."

Now she was completely confused. Not only was he hugging her, he was also thanking her as well as complimenting her. But honestly, at this point she didn't care that he was confusing her. She was enjoying his warmth. For the first time, she felt truly safe with him.

Their moment was cut short by the ARK beginning to violently shake. Shadow instinctively held Rouge tighter causing her to wince from the damage he had caused her before. When the shaking stopped, he stepped away from Rouge. He saw her massage her arm and felt guilty. Shadow began to speak, but was interrupted by the bat. "We should go help Sonic and the others now, unless of course you're still feeling bitter."

"No. I will assist in fixing this mess."

Rouge smiled. "Well then, let's get going, handsome, before we miss all of the fun. Oh, but don't think you're off the hook for that hug. If we live, we are going to talk about what just happened here."

The black hedgehog smirked as she began pulling him with her through the ARK again. His smirk immediately turned to a frown when he saw a purplish bruise forming on the back of her neck. He sighed. "I'm sorry...if I hurt you."

Rouge turned to him and smiled, still walking through the space colony. "It's alright, hun. You can make it up to me later."

-With Sonic and friends-

Sonic and his friends hurried as fast as they could. "Tails, how much further till we reach the power core?" The blue hedgehog questioned.

"If this map is still accurate, it should be coming up right about...huh?" The young fox stopped in his tracks halting his friends as well. Their pathway was blocked by a large metal door with a security panel besides it. "Well I wasn't expecting this. The map doesn't say anything about this door. It requires a password."

"And do we know this password?" Amy asked.

Tails shook his head as he examined the security panel. "I maybe able to hack it, but it will take too much time."

Knuckles growled. "We don't have that much time. We try it my way." The echinda began punching the door with all of his strength, but the door wouldn't budge. He continued punching until the pink hedgehog had stopped him before he had hurt himself. "Dammit. What is this door made out of?!"

"Some really strong steel. Alright Tails, you start working on hacking this thing. The rest of us will split up and try to find something that can tell us the password." Sonic ordered his friends. "We don't have much time so let's move out."

"The password is MARIA." A female voice said from behind them.

The four of them all turned around to see Rouge the Bat standing there with a smirk on her face. Sonic smiled. "Well, well you just seem to be fantastic at getting yourself out of trouble huh, Rouge? How did you get away from Shadow this time?"

"Oh I didn't get away." She replied. The black hedgehog appeared from behind her and stood by her side. "I brought him with me."

Sonic and Knuckles both got into a defensive pose. "What the hell is he doing here?" The echinda questioned.

"You may want to put in that password now, fox boy. The ARK will hit the Earth in about 7 minutes."

Tails was about to enter the password when Sonic grabbed his hand to stop him. "Sonic?" The young fox questioned.

"Why the sudden change of heart?" Sonic asked with his gaze fixed on Shadow. He just couldn't believe after everything, the black hedgehog just suddenly changed his mind.

"You really want to do this now when there are literally minutes to save the Earth? You would risk your friends lives just because you don't trust me?" Shadow narrowed his eyes back at the blue hedgehog.

Sonic knew he was right they were just wasting time they didn't have, but he couldn't help not trusting the black hedgehog. This was his fault. "I need something to really believe this isn't a trap or something."

Shadow growled. His impatience was reaching its max. "Fine. I'm not doing this for you or even the planet. I'm doing this for her!" He finally replied pointing to Rouge.

Rouge felt her face get hot as Shadow made his statement. _He's stopping this for me? _Her face turned a light shade of pink as Sonic and his friends turned to look at her. Amy gave her an odd look that read 'what's up with that'. Rouge just shrugged and turned away from further embarrassment.

Sonic released Tails' hand and allowed him to enter the password. "Good enough answer for me. Put in that password, Tails."

The fox entered in MARIA and sure enough the doors slid open. The ARK shook violently again and they knew their time was running out. Shadow looked at Tails as he approached the doors. "You may be able to slow the collision if you get to the control room. You are smart enough to figure it out I hope."

Tails nodded still feeling intimidated by Shadow, but glad he was there to help now. Sonic looked to the pink hedgehog. "Amy, go with Tails. We'll be back shortly."

Rouge put her hands on her hips. "And what about me?"

The black and red hedgehog smirked. "You get to come with us of course. This is practically your fault as well."

"I was kidnapped and forced to help you!" She snapped back.

Sonic and Knuckles just shook their heads as they bid farewell to their friends and enter the dark room. Shadow and Rouge followed after them, still bickering. Tails and Amy ran off as soon as they were sure their friends were off.

They walked through the dark room, which was a lot longer than they thought. Suddenly a splashing sound was heard as well as the sound of Sonic screaming. "Ah! Water! I can't swim!"

The echinda hurried to Sonic's side only to find that the water was only up to about their ankles. "Get up you drama queen. There's barely any water for you to drown in."

Rouge giggled and Shadow just shook his head. "This is who were relying on to save the planet?"

"He's goofy, sure. But Sonic is very dependable." Rouge replied.

A voice on the intercom appeared. "Sonic! We've managed to buy you guys an extra ten minutes. Don't waste it!"

With that the four sped off through the dark halls. They began seeing a light at the end and assumed it was where they needed to go. Sonic reach the light first. The orange water was pouring down from the side like a waterfall filling a pool of more orange liquid. He jumped down and the others followed. Shadow observed their surroundings and realized he had never seen this part of the ARK before. "What is this place?"

Knuckles saw across the room a shrine. "That looks exactly like the shrine of the Master Emerald!"

"But how would they have known what it looked like?" Rouge asked.

Shadow answered. "The Professor was researching the Chaos Emeralds. My guess is he must have stumbled upon the discovery of the Master Emerald as well."

They began hurrying towards the shrine when a burst of bluish white light appeared. A giant lizard like creature appeared before them. It let out a loud rawr and prevented them from continuing on to their goal. They stepped back into a defensive position. "I-is that the prototype of the Ultimate Life Form?" Rouge asked mostly to herself for she already knew from looking at the picture before.

"Prototype? So Shadow isn't the original?" Sonic asked with surprise.

Shadow clenched his fist tighter ready for a fight. He knew this thing was going to prevent them from finishing what they needed to do. "Sonic. Knuckles. Leave this to Rouge and me."

Sonic nodded and awaited Rouge and Shadow to begin distracting the prototype. Rouge glanced over at Shadow for a split second before facing the lizard again. "So why me huh?"

"Why you what?" Shadow asked never taking his eyes off of the creature.

"Why have me help you? And why stop all of this for me?"

The black hedgehog turned to her. Rouge saw his head movement and looked at him as well. He smiled at her. "I need you to support me." Those were the last words they exchanged before the lizard made its move. The bat knew she had no more time to ask questions that needed answers to. Perhaps if they accomplished their goal, she would get the answers she was looking for.

The creature swung its tail at the bat and hedgehog. They both manged to avoid the attack. Rouge took flight leaving Shadow on the ground attacking its thick skin. She noticed his attacks were just being absorbed by the creature's skin. "There are no known weaknesses..." She whispered to herself. _But that was for Shadow. This thing was flawed so it has to have a weakness._

Her eyes landed on a glowing red system on the lizard's back and she smirked. "Here goes nothing."

Shadow was beginning to get very frustrated that none of his attacks worked. The lizard attempted to bite him, but Shadow jumped on top of its mouth keeping it closed. He looked up to see his partner in the sky eying something on the lizard, but he could not see what from this angle. _Could she have found a weakness?_

"Rouge!" He called to her struggling to keep the lizards mouth closed shut.

Rouge wasted no time now. She charged towards the red system and used her drop kick to hit it.

The lizard swung its head up throwing Shadow off and let out a cry of pain. Shadow landed on his feet and Rouge flew beside him. "Are you alright?" She asked.

"I'm fine. What did you do?" Shadow was irritated that he was not able to hurt the creature, but she was.

She pointed to the tubes on the lizard's mouth. "Those tubes are connected to the support system on the prototype's back. If we do enough damage to that, we can stop this thing."

Shadow nodded and hurried towards the creature again. Rouge took flight, but the prototype was prepared for her this time. It released several tiny pinkish balls towards her, trying to knock her out of the air. Rouge was swift, but she still managed to get hit in the arm where Shadow had used his Chaos Spear on her previously. She let out a soft cry, but enough for Shadow to notice he needed to find a way to get the lizard's attention off of his partner. The black hedgehog ran up the tube leading towards the support system. "Chaos Spear!" He shouted as he used his special attack.

The yellow light pierced through the support system and incapacitated the creature. Rouge landed beside the fallen creature and held her shoulder. Shadow hurried to her side. He noticed the wound bleeding through the bandages he had wrapped around her shoulder when the Chaos spear had pierced her. "Are you alright?"

She smiled. "Nothing I can't handle. Let's see how the other two are doing."

Knuckles and Sonic had safely made it passed the prototype with Rouge and Shadow's distraction. Knuckles placed the Master Emerald into the shrine and began speaking. "The servers are the seven chaos. Chaos is power. Power is enriched by heart. Only you can do this. Stop the Chaos Emeralds!"

The Master Emerald began glowing and absorbing the Chaos Emeralds power. Much to Shadow and Rouge's surprise, the lizard let out another rawr. Shadow jumped defensively in front of the bat as it began to pick itself up. The bluish white light appeared again and soon the lizard vanished. "Is it gone?" Rouge asked.

"No. It used the Chaos Control. Let's move, Rouge." Shadow grabbed her hand and they made their way towards the shrine.

The ARK began shaking once again to everyone's surprise. "If we stopped the Chaos Emerald's why is the ARK still on a collision course to Earth?!" Knuckles asked before falling from all the shaking.

Tails appeared on the intercom again. "Guys! This creature has fused itself with the space colony. It's determined to keep us on the collision course. What do we do now?!"

Sonic looked at Shadow. "If you have Chaos abilities as well, does that mean you can also use the Chaos Emeralds to power up like me?"

Shadow did not understand what Sonic was talking about. "Explain."

"When all seven Chaos Emeralds are together I can use their power to reach my super form. It makes me even stronger. Since you obviously have similar abilities to me, you must be able to do the same. If the two of us work together, we can probably stop that thing and save the world."

Shadow nodded and followed Sonic's lead. The two hedgehog's began to absorb the Chaos Emeralds power. Sonic had begun to change into a bright yellow color and Shadow a goldish color still with red stripes. The two looked over to their partners.

Knuckles crossed his arms. "Go rough 'im up."

Rouge waved and smiled to try to mask her worry. "Good luck and be careful"

Sonic gave them a thumbs up and Shadow gave slight nodded. He looked at Rouge one final time before heading off with Sonic.

Knuckles and Rouge swiftly headed to the control room to meet with Tails and Amy and to witness their friends try and stop the creature. "Do you think they can handle this on their own?" Rouge worried.

"Don't worry about it. Sonic never loses and he sure as hell isn't going to let the whole planet blow up. Not to change the topic or anything, but what happened between you and Shadow?"

Rouge's face began to turn red as she remembered the hug he gave her. "That's none of your business. Why? Are you jealous?" She tried to brush it off, but Knuckles saw right through her and smirked.

"Not even a little bit. Your a pain in the ass. I'm just saying something must have happened. People don't just change their minds about decisions like this. And he did say he was doing this for you. Did you sleep with him or something?"

"Like I said before, it's none of your business. And just because I have a curvy figure doesn't mean I sleep with everyone, ya know." She answered back her face turning redder than before.

Knuckles couldn't help but continue to push her around. "Aw, c'mon, Rouge. I'm just teasing you. It's not so much fun when you're on the opposite side of that right? But you must have done something to make him stop."

Rouge stopped walking. "I don't know what I did. He wouldn't tell me. But something I did prevented him from hurting me and made him change his mind. I just have no idea."

The echinda stopped walking as well. He noticed the confused look on Rouge's face. "Maybe he just likes you."

He smiled as the blush returned to Rouge's face. She punched him and began walking again. "Ass"

-With Tails and Amy-

The fox and pink hedgehog watched from the window of the space colony as Shadow and Sonic attempted to beat the prototype. "Do you think they can do this alone?" Amy asked.

"I'm sure they'll be just fine, Amy." Tails answered reassuring her as well as himself. He was just as fearful for them as she was, but he didn't want to make her nervous. "I wonder where Knuckles and Rouge are?"

"Probably fighting over the Master Emerald. It probably wasn't a good idea leaving those two alone."

The young fox nodded in agreement hoping she was wrong.

-With Shadow and Sonic-

After several failed attacks, the two hedgehogs couldn't figure out why nothing they did was working. "When you fought it with Rouge, how did you guys beat it?"

"There was a support system on it, but since it's fused with the ARK, I can't seem to find it's weakness." Shadow answered weakly. He felt his power draining fast. Perhaps he couldn't hold this form as long as Sonic could.

Sonic noticed a red swelling on the lizard's neck. "Ew, what is that?!"

Shadow looked at what he was talking about and smirked. "I think you may have found it's weakness."

Sonic began to charge at the swelling only to be hit by a pinkish ball and thrown backwards. The darker hedgehog shook his head. "We need a tactic, Sonic. If you attack it like that we'll lose for sure."

"Guys, not to rush you or anything, but we only have four minutes left." Tails announced over the intercom.

"No time for tactics. Just attack."

Shadow growled. His idea was foolish and was surely going to get them killed. But they didn't have time for arguments, so he played along. Since Shadow had fought it previously, he knew more or less the attacks the lizard had.

Sonic swiftly moved between two blue lasers and avoided the pinkish balls this time. He managed to approach the swelling and used a homing attack to do some damage. The large creature rawred, but was not given enough time to react for Shadow charged up next and threw a chaos spear at the swelling, almost piercing Sonic as well. "What the hell, Shadow?!"

"My apologizes. My aim is a little off."

The light hedgehog thought he was being sarcastic, but noticed that Shadow's power was weakening fast. "Hey, Shadow. Your power...get back to the ARK."

"I have to win this. For Maria...and Rouge." He whispered to himself, not wanting Sonic to know that he was correct. Shadow charged at the swelling along with Sonic for a final homing attack doing complete damage to the prototype and stopping its attacks once and for all.

That, however, was not enough to stop the ARK. It was still falling, almost through the Earth stratosphere. Shadow and Sonic lined up next to each other and reached their arms out. Shadow knew this would be his final attack before his power completely depleted, but at least he would fulfill his promise. "Chaos...Control!" The two hedgehogs shouted as they aimed a large amount of energy to the falling space colony. The space colony had warped away from the Earth and was finally off its collision course.

Shadow was now returning to his normal color and Sonic knew there was not much time left for him. He grabbed Shadow's arm and pulled him with him towards the space colony. "Come on, Shads. We have to make it back. Rouge is waiting for you."

Shadow closed his eyes. "I'm...I'm not going to make it that far, Sonic. Just tell her I'm sorry for everything."

"You can tell her yourself when we get back. I'm not letting you die like this. Your a hero, Shadow and everyone in the world will know that." Sonic knew it was a risk, but if he could attempt another Chaos Control, he could save both of them. But if he was wrong, then both of them would die here. _I don't know if I have that much power, but maybe if Shadow..._ "Hey, Shadow. Do you think you have a little bit of power left in you?"

"Not enough to save me...but perhaps...yes." Shadow removed the bracelets that compressed his power and looked at Sonic.

"Chaos Control!" They shouted again in hopes that Sonic's plan would work."

-At the control room-

The four friends cheered as they realized that Sonic and Shadow had done it. Knuckles and Rouge high fived while Amy hugged Tails. They couldn't believe that they had actually survived being so closed to death. Rouge stretched. "Well now, I think that's enough near death experiences for me in my life time." She said referring to the incident on Prison Island.

"So when will they be coming back?" Knuckles asked anxiously.

It was true. They were taking a lot longer than they had expected. And considering how much power it would have taken them to do a Chaos Control that large, their Chaos power would almost be depleted by now. Now they were worried.

Fortunately, their worry was short lived when they heard the doors to the control room open and saw the two hedgehogs entering holding each other up. The two collapsed to the floor panting. "Not...bad for...a Faker." Sonic said smiling.

Shadow just smirked. "Same...to you."

Rouge helped Shadow up. Amy jumped onto Sonic and squeezed him into a tight hug. "A...Amy...can...t bre-ath!" Tails and Knuckles shook their heads as they attempted to get the hysterical pink hedgehog off of Sonic.

Shadow pulled away from Rouge and walked towards the window. Rouge followed him. "Thank you, Shadow."

"It is I who should be thanking you, Rouge."

"Oh right I almost forgot. What happened back at the computer room?"

The black hedgehog sighed. _I suppose it's time I told her the truth. _"Well...Maria had bright blue eyes. They were always bright and just seeing them would always make me happy even after I would go through painful testing in the labs. Your eyes, remind me of hers. Actually, a lot about you reminds me of her."

Rouge's ears went down. "So you were just thinking of her..." she said sadly.

The black hedgehog noticed this and attempted to help her understand what he meant. "Well yes and no. You're a lot different from Maria. Where she was passive, you are much more aggressive. I feel strangely comfortable around you. Overall, Rouge, I am willing to find someone else to call a friend in my life and I think undoubtedly it would have to be you."

Rouge felt her face get hot again as Shadow attempted to comfort her. She swung her arms around Shadow's neck and rested her head on his shoulder. "I can't replace Maria, Shadow and that pain may never go away, but I will do my best to make it better. I promise."

Their moment was soon interrupted by Sonic winging his arms around both of them. "So you two love birds ready to head back to the planet as cool and blue as me?"

"I can not wait!" Rouge answered excitedly trying to ignore Sonic's comment on her and Shadow. Shadow smirked as he followed her through the doors.

Tails smiled. "I'm so happy to be finally going home!"

"Me too!" Amy agreed.

They soon boarded the ship. Shadow was the last one on. He took a final look at the place he used to call a home and sighed. So many memories here and now that's all they were. Maria was gone and he would never have his old life back. Rouge appeared in the doorway. "You coming, Shadow?" He nodded his head and proceeded to follow her inside.

Shadow was seated beside Sonic much to his dismay. Rouge sat beside Knuckles. Amy sat beside Tails at the front. Once everyone was settled in, he took off.

Knuckles nudged Rouge. "So what is going on between you two?"

"I told you already, none of your business. And why would it matter to you anyway?" She said already regretting her seating placement.

Knuckles shrugged. "Because if your busy with your hedgehog, then it will keep you away from my emerald."

Rouge grinned. "Unless me and my hedgehog team up to kick your ass and take that beautiful emerald from you."

The echinda had not thought of that and grunted in defeat.

Sonic was talking to Shadow, but he was ignoring his banter to continuously look over to the white bat. He was leaving his old life and old ways and the change made him uncomfortable. But as Rouge turned to him and smiled he knew it was going to be worth it.

-Author's Notes-

This chapter was the biggest pain in the ass to write. While I loved the fight with biolizard, everything else seemed so eh to me. Well I hope you guys liked this chapter. There's probably going to be like a filler chapter before I continue with the next part. Until next time darlings!


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